Tesla Announces 2024 Annual Meeting of Stockholders for June 13

Tesla has officially announced its 2024 Annual Meeting of Stockholders, scheduled for June 13, 2024, at 3:30 p.m. Central Time. The meeting will be accessible both virtually via the Internet and in person at Tesla’s Gigafactory in Austin, Texas, with a live webcast available on Tesla’s website.

“In 2023, the Model Y became the best-selling vehicle in the world…We began deliveries of our innovative and highly anticipated Cybertruck,” writes Robyn Denholm, Chairperson of the Tesla board, underscoring a year of significant achievements and milestones.

Amidst these triumphs, Denholm details, “company-wide restructuring that reduces our headcount by more than 10% globally,” a move described as essential for preparing Tesla for its next growth phase in auto, energy, and artificial intelligence sectors.

The forthcoming 2024 Annual Meeting of Stockholders carries particular importance, with Tesla urging support for management proposals, including the re-election of directors Kimbal Musk and James Murdoch. Notably, she emphasized two critical proposals: “Approving moving Tesla’s state of incorporation from Delaware to Texas” and “Ratifying Elon Musk’s compensation under the CEO pay package.”

“Texas is Tesla’s Home,” Denholm affirmed, highlighting its commitment to the state as its business hub, with significant operations and executive presence. Tesla called on stockholders to support the move, positioning Texas as the foundation for Tesla’s mission to accelerate the transition to sustainable energy.

Reflecting on corporate democracy, she addressed a Delaware Court ruling that rescinded CEO Elon Musk’s 2018 pay package, deemed not “entirely fair” by the court despite strong stockholder approval. Denholm criticized the decision as “fundamentally unfair” and misaligned with stockholder democracy. The company championed the 2018 CEO pay package as a testament to Tesla’s innovative spirit, noting, “Elon delivered: Tesla’s stockholders have benefited from unprecedented growth,” and stressing the importance of Musk’s continued drive for growth and innovation at Tesla.

Stockholders will also review several proposals put forth by their peers, including the following:

• Elect two Class II directors to serve for a three-year term (“Proposal One”) – Board supports: “FOR EACH COMPANY NOMINEE”
• Approve executive compensation on a non-binding advisory basis (“Proposal Two”) – Board supports: “FOR”
• Approve the redomestication of Tesla from Delaware to Texas by conversion (“Proposal Three”) – Board supports: “FOR”
• Ratify the 100% performance-based stock option award to Elon Musk approved by stockholders in 2018 (“Proposal Four”) – Board supports: “FOR”
• Ratify the appointment of PricewaterhouseCoopers LLP as Tesla’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal Five”) – Board supports: “FOR”
• A stockholder proposal regarding the reduction of director terms to one year, if properly presented (“Proposal Six”) – Board does not support: “AGAINST”
• A stockholder proposal regarding simple majority voting provisions in our governing documents, if properly presented (“Proposal Seven”) – Board does not support: “AGAINST”
• A stockholder proposal regarding annual reporting on anti-harassment and discrimination efforts, if properly presented (“Proposal Eight”) – Board does not support: “AGAINST”
• A stockholder proposal regarding the adoption of a freedom of association and collective bargaining policy, if properly presented (“Proposal Nine”) – Board does not support: “AGAINST”
• A stockholder proposal regarding reporting on effects and risks associated with electromagnetic radiation and wireless technologies, if properly presented (“Proposal Ten”) – Board does not support: “AGAINST”
• A stockholder proposal regarding adopting targets and reporting on metrics to assess the feasibility of integrating sustainability metrics into senior executive compensation plans, if properly presented (“Proposal Eleven”) – Board does not support: “AGAINST”
• A stockholder proposal regarding committing to a moratorium on sourcing minerals from deep sea mining, if properly presented (“Proposal Twelve”) – Board does not support: “AGAINST”

Eligible stockholders as of April 15, 2024, are invited to participate in the meeting, with options for both virtual and limited in-person attendance at Gigafactory Texas.

Tesla is set to hold its Q1 2024 earnings call on April 23, 2024.